Terms and Conditions

1. General

These Terms and Conditions (the "Terms") apply to all Executive Advisory services provided by Dr. Daniel Zeiß - Sole Proprietorship, Niedenau 36, 60325 Frankfurt am Main, to business clients. The services are directed at companies, executives, leaders, business families and self-employed professionals. Contrary or supplementary terms and conditions of the customer only become part of the contract if they are expressly agreed in text form. Individual agreements take precedence over these Terms.

Where these Terms require "text form", this means a statement on a durable medium (e.g., email, PDF), unless stricter form is legally required.

2. Subject of Contract

The subject of the contract is Executive Advisory services provided by the provider. These include strategic sparring, structured reflection, decision clarification, and support in conflict situations for executives, leaders, and business families. Services are provided in two formats: (1) Decision Day – intensive one-day sessions (typically ~8 hours, usually on Saturdays), and (2) Advisory Retainer – monthly availability with defined response times for prioritized access. The specific content and scope are agreed individually with the client. This is explicitly NOT medical treatment, psychotherapy, diagnostic or therapeutic services, or crisis/emergency care. No specific success, business outcome, or achievement of particular metrics is owed.

The Advisory services are provided as professional assessments, perspectives, and strategic input based on the provider's expertise and experience. They constitute support for the client's own decision-making processes and do not represent binding instructions, guarantees for economic success, or assumption of entrepreneurial responsibility.

3. Contract Formation

The contract is concluded as soon as the client accepts the offer submitted by the provider or receives an appointment confirmation or signs a framework agreement. Booking an individual appointment also leads to a contract if the provider confirms the booking. The provider is bound to a written offer for three weeks. Changes and additions to the contract or these Terms require text form; this also applies to a change of the text form requirement.

4. Client Cooperation Obligations

The client provides all information, documents and decision-makers required for service delivery in a timely manner. They ensure that any participants (e.g. executives or team members) are available on time and attend agreed sessions. They inform the provider immediately about circumstances relevant to the services and ensure a cooperative working environment. If necessary cooperation is not provided, deadlines are extended accordingly; if this results in additional effort for the provider, this can be compensated after prior consultation.

5. Fees, Compensation and Payment Terms

Compensation is based on the rates specified in the offer or framework agreement. Decision Day sessions are billed as agreed (typically as a fixed day rate). Advisory Retainers are billed monthly in advance and are due for payment by the first business day of each month. Longer sessions within a Retainer arrangement are billed separately according to the agreed hourly rates. Travel and accommodation costs as well as expenses are charged additionally upon proof. The provider sends invoices to the client electronically or by post. Invoices are due for payment within ten calendar days of the invoice date without deduction. For Advisory Retainers, a deviating rule applies: The monthly fee is due in advance on the first business day of the month. In case of payment delay, the provider is entitled to demand default interest of five percentage points above the respective base interest rate (§ 288 para. 2 BGB). If the client is in default with a due payment, the provider may withhold further services and suspend the SLA (Service Level Agreement) until full payment is received.

6. Appointments, Changes and Cancellations

Agreed appointments are scheduled by mutual agreement. For regular sessions: Appointments can be rescheduled by the client free of charge up to 48 hours before the start; for later cancellation, 50% of the agreed fee will be charged, for cancellation on the day of the appointment the full fee will be charged.

For Decision Day sessions, the following cancellation rules apply: Cancellation up to 14 days before the scheduled date allows one free rescheduling within 6 weeks from the original date. Cancellation between 14 and 7 days before the date: 50% of the agreed fee is due. Cancellation less than 7 days before the date or no-show: 100% of the agreed fee is due. The client may prove that no or significantly lower loss has occurred.

Appointment postponements by the provider are communicated to the client as early as possible. Changes to the scope of services require coordination and may lead to adjustments to the fee and schedule.

All core Advisory services are provided personally by Dr. Daniel Zeiß. Delegation to third parties is only permitted for administrative tasks or with the client's prior explicit written consent. This does not release the provider from responsibility for proper service delivery.

6a. Advisory Retainer and Service Level Agreement (SLA)

An Advisory Retainer is a monthly fee for availability and prioritized access to the provider's services. It is NOT a time allotment, conversation subscription, or guarantee of specific session hours. The Retainer ensures defined response times and priority scheduling.

The Service Level Agreement (SLA) defines the maximum response time to client inquiries, not the resolution time or appointment guarantee. Communication channels (email, phone) and service windows are specified in the individual offer or framework agreement. Inquiries outside the agreed channels do not trigger an SLA response time. The SLA applies only if the Retainer payment has been received on time.

Longer sessions or intensive work beyond brief exchanges are billed separately according to the agreed hourly rates. Only the Retainer fee of the CURRENT month may be credited against separately billed sessions in that same month. Retroactive crediting of past months' Retainers is excluded. Unused Retainer months are non-refundable, as the fee compensates for availability in the respective month.

In case of payment default, the SLA is suspended immediately until full payment is received. During the suspension period, there is no entitlement to prioritized response or preferential appointment scheduling.

7. Contract Duration and Termination

For framework contracts, the contractual relationship runs for an indefinite period. It can be terminated by either party with four weeks' notice to the end of the month. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if the client is in default with two monthly payments or violates serious cooperation obligations. For individual appointments, the contract ends with the complete execution of the booked appointment. If the client cancels before the start of an agreed service or a firmly booked appointment, the preparatory services incurred up to that point must be compensated; additionally, liquidated damages of 30 percent of the fee for the service not performed are due, unless the client proves lesser damage. Termination requires text form.

8. Intellectual Property and Usage Rights

All concepts, written summaries, working notes, presentations, models and methods created by the provider (including the 'Transformationeer® Framework') are protected by copyright and remain the property of the provider. The client receives a simple, non-transferable right to use the materials and outputs provided for their own internal purposes. Any use beyond this, in particular publication, reproduction or disclosure to third parties, requires the prior written consent of the provider. Transfer of rights only takes place after full payment of the compensation.

9. Liability

The provider is liable without limitation for damages arising from injury to life, body or health that are based on an intentional or negligent breach of duty by the provider or their vicarious agents.

For other damages, the provider is liable in cases of intent and gross negligence. In case of slightly negligent violation of essential contractual obligations (cardinal obligations), liability is limited to the typical, foreseeable damage. The provider's liability is limited in amount to the compensation owed by the client for the respective service, at most up to the amount of the professional liability insurance sum existing at the time of the damage, insofar as the claimed damage is covered by this insurance. Further liability is excluded unless mandatory legal provisions provide otherwise.

Liability is excluded for:

• Lost profits or revenues
• Consequential damages from business decisions
• Damages due to incorrect market assessments
• Pure financial losses arising from the content of the advisory services
• Lack of economic success
• Indirect damages or consequential damages

The above liability limitations do not apply to mandatory legal liability provisions, in particular under the Product Liability Act. The provider assumes no responsibility for decisions made by the client based on the consultation; the client remains responsible for their own actions.

10. Client Self-Responsibility

The client acknowledges that all consultation content is to be understood as professional assessments and expert opinions. The final evaluation, adaptation and implementation of all recommendations lies exclusively in the responsibility of the client.

The client commits to critically examine all consultation content and to decide independently whether and in what form implementation takes place. Unreflective adoption of consultation content without own evaluation is expressly not intended.

11. Success Responsibility

The provider's services are consulting and support services; no specific success or achievement of certain key figures is owed. Recommendations and suggestions are provided by the provider to the best of their knowledge and - if available - based on recognized scientific methods; their implementation and responsibility for decisions lie with the client. The client acknowledges that the development of leadership competence, organizational changes and personal behavioral changes depends on numerous, partly uncontrollable factors.

12. Disclaimer and Risk Notice

All consulting services are based on the information available at the time of consultation and the subjective professional assessment of the provider.

The provider expressly points out that:

• Markets and business environments are volatile and unpredictable
• External factors can influence business decisions at any time
• Every business decision involves risks
• Past successes are no guarantee of future results

The provider does not owe any specific success. The client declares to understand and accept these risks.

13. Confidentiality

Both parties commit to treat all business and trade secrets, personal data and other confidential information provided or disclosed in the context of the contract confidentially for an unlimited period and to use them only for contract fulfillment. Disclosure to third parties is only permitted insofar as this is necessary for contract fulfillment or legal disclosure obligations exist. The provider will process personal data only in accordance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR). Further information on data processing can be found in the separate privacy policy. If the provider processes personal data on behalf of the client, the parties will conclude a separate data processing agreement.

14. Data Protection

The provider collects and processes personal data of the client (e.g. contact details of contact persons) for contract execution and for maintaining the business relationship. Data processing is based on Art. 6 para. 1 b GDPR. The client ensures that they fulfill the necessary data protection requirements towards their employees and third parties. The provider takes appropriate organizational and technical measures to ensure data security. Transmission to third parties only occurs insofar as this is necessary for contract execution or due to legal obligations. Further information is contained in the privacy policy on the provider's website.

15. Final Provisions

German law applies excluding the UN Convention on Contracts for the International Sale of Goods. Place of performance and jurisdiction for all disputes arising from this contract is Frankfurt am Main, provided the client is a merchant, legal entity under public law or special fund under public law. The provider is also entitled to file suit at the client's place of business. Should a provision of this contract be or become wholly or partially invalid, the validity of the remaining provisions remains unaffected. The invalid clause is replaced by the statutory regulation. Changes and additions to this contract require text form. The provider reserves the right to change these Terms. Changes will be communicated to the client in text form. If the client does not object within 14 days of receipt of the notification, the changes are deemed accepted.